Examples of Newtek in a sentence
Xxxxxx Email: xxxx.xxxxxx@xxxxxxxxxxx.xxx If to the Holder, to: the address set forth under the Holder’s name on the signature page hereto, with copies (which will not constitute notice) to, if not the party sending the notice, each of the Parent, NTS and Newtek (and each of their copies for notices hereunder).
All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Holder, and Newtek shall not have any authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of the Parent or exercise any power or authority to direct the Holder in the voting or disposition of any Shares, except as otherwise expressly provided herein.
The Holder consents to and authorizes the publication and disclosure by the Parent and Newtek of such Xxxxxx’s identity and holding of Shares, and the terms of this Agreement (including, for avoidance of doubt, the disclosure of this Agreement), in any press release, proxy statement, and any other disclosure document required in connection with the Merger Agreement, and the transactions contemplated thereby (including the Divestiture Transaction).
Nothing contained in this Agreement shall be deemed to vest in Newtek any direct or indirect ownership or incidence of ownership with respect to, or the ability to vote, the Shares.
The Holder shall, and shall cause its Affiliates to, and shall use its commercially reasonable efforts to cause its and their Representatives to, immediately cease, and cause to be terminated, any discussions or negotiations conducted before the date of this Agreement with any Person other than Newtek with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal.
The cost to obtain the R&W Insurance Policy shall be borne equally by Newtek and Parent.
Except as set forth on Section 6.6 of the Company Disclosure Schedule, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Newtek.
Subject to Section 2(b) below and the other terms and conditions of this Agreement, at any time following the effectiveness of a Resale Shelf pursuant to Section 1, Newtek may request that the Company file a prospectus, prospectus supplement or post-effective amendment, as applicable, to a Resale Shelf covering the sale of all or a portion of its Registrable Securities in an underwritten offering (each such request, a “Demand Notice”).
All underwritten offerings requested pursuant to this Section 2(a) by Newtek are referred to herein as an “Underwritten Takedown.” Each Demand Notice shall specify the number of Registrable Securities requested to be offered.
The Parties hereto acknowledge and agree that the failure by Parent to obtain the R&W Insurance Policy by the Closing and/or to maintain the R&W Insurance Policy in accordance with this Section 7.25 shall not in any manner increase the liability of Newtek otherwise applicable under the provisions in Article X hereof.